FORM 10-Q


                                 United States
                       Securities and Exchange Commission
                             Washington, D. C. 20549

    (Mark One)
         X       Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                      For Quarter Ended: February 28, 2002
                                       OR
         _       Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                         Commission File Number: 0-14820

                                  IMMUCOR, INC.
             (Exact name of registrant as specified in its charter)


                    Georgia                                22-2408354
           (State or other jurisdiction of              (I.R.S. Employer
           incorporation or organization)              Identification No.)

          3130 Gateway Drive P.O. Box 5625 Norcross, Georgia 30091-5625
               (Address of principal executive offices) (Zip Code)


                  Registrant's telephone number: (770) 441-2051

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                    Yes X No

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.

         As of April 2, 2002: Common Stock, $0.10 Par Value - 7,326,742
<PAGE>
<TABLE>
<CAPTION>

                                  IMMUCOR, INC.
                           CONSOLIDATED BALANCE SHEETS
-------------------------------------------------------------------------------


                                                                                        February 28, 2002       May 31, 2001
                                                                                      -------------------------------------------
ASSETS                                                                                    (Unaudited)             (Audited)

CURRENT ASSETS:
<S>                                                                                            <C>                   <C>
   Cash and cash equivalents                                                                   $ 3,938,689           $ 3,124,517
   Accounts receivable, trade - Net                                                             26,448,038            21,167,490
   Loan to officer                                                                                       -               395,826
   Inventories                                                                                  14,603,330            15,668,637
   Income taxes receivable                                                                         647,187               402,243
   Deferred income taxes                                                                           578,015               631,797
   Prepaid expenses and other                                                                    2,814,173               891,356
                                                                                      ---------------------  --------------------

     Total current assets                                                                       49,029,432            42,281,866

LONG-TERM INVESTMENT - At cost                                                                   1,000,000             1,000,000

PROPERTY, PLANT AND EQUIPMENT - Net                                                             16,731,962            18,333,952

DEFERRED INCOME TAXES                                                                            1,525,936             1,525,936

OTHER ASSETS - Net                                                                               1,911,036             2,104,845

DEFERRED LICENSING COSTS - Net                                                                   1,437,281             1,652,102

EXCESS OF COST OVER NET TANGIBLE ASSETS ACQUIRED - Net                                          27,783,181            28,913,981
                                                                                      ---------------------  --------------------

                                                                                               $99,418,828           $95,812,682
                                                                                      =====================  ====================

</TABLE>















See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>

                                  IMMUCOR, INC.
                     CONSOLIDATED BALANCE SHEETS (continued)
-------------------------------------------------------------------------------


                                                                                        February 28, 2002       May 31, 2001
                                                                                      --------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY                                                       (Unaudited)             (Audited)

CURRENT LIABILITIES:
<S>                                                                                       <C>                     <C>
   Current portion of borrowings under bank line of credit agreements                     $    8,116,689          $    2,417,121
   Current portion of long-term debt                                                          11,116,896               5,563,363
   Note payable to related party                                                                  50,091                 349,654
   Current portion of capital lease obligations                                                  778,990                 768,142
   Accounts payable                                                                            9,646,463               8,647,066
   Income taxes payable                                                                        1,282,496                  23,102
   Accrued salaries and wages                                                                  1,238,122               1,530,772
   Deferred income taxes                                                                         375,275                  98,308
   Other accrued liabilities                                                                   5,350,549               3,561,676
                                                                                      ----------------------  --------------------

     Total current liabilities                                                                37,955,571              22,959,204

BORROWINGS UNDER BANK LINE OF CREDIT AGREEMENTS                                                        -               3,268,740
LONG-TERM DEBT                                                                                21,792,725              34,839,576
CAPITAL LEASE OBLIGATIONS                                                                      1,104,796               1,629,705

DEFERRED INCOME TAXES                                                                          2,785,079               3,119,402

OTHER LIABILITIES                                                                                188,896                 152,588

SHAREHOLDERS' EQUITY:
   Common stock - authorized 45,000,000 shares, $0.10 par value; 7,284,117 and
     7,277,617 issued and outstanding, respectively                                              728,412                 727,762
   Additional paid-in capital                                                                 15,484,989              15,439,889
   Retained earnings                                                                          26,255,060              20,261,628
   Accumulated other comprehensive loss                                                       (6,876,700)             (6,585,812)
                                                                                      ----------------------  --------------------

     Total shareholders' equity                                                               35,591,761              29,843,467
                                                                                      ----------------------  --------------------

                                                                                           $  99,418,828           $  95,812,682
                                                                                      ======================  ====================
</TABLE>











See notes to consolidated financial statements.
<PAGE>

<TABLE>
<CAPTION>

                              IMMUCOR, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                                              Three Months Ended                 Nine Months Ended
                                                         February 28,      February 28,     February 28,      February 28,
                                                             2002              2001             2002              2001

<S>                                                     <C>               <C>              <C>               <C>
NET SALES.............................................  $   21,124,979    $   16,861,462   $   60,683,213    $   50,755,968

COST OF SALES.........................................       9,198,670         9,825,683       27,669,380        27,232,886
                                                        --------------     --------------   --------------    --------------

GROSS MARGIN..........................................      11,926,309         7,035,779       33,013,833        23,523,082
                                                        --------------     --------------   --------------    --------------
OPERATING EXPENSES:
     Research and development.........................         472,838           498,361        1,452,542         1,499,715
     Selling and marketing............................       2,942,208         3,283,774        8,246,928         9,530,653
     Distribution.....................................       1,318,962         1,492,278        4,209,697         4,331,402
     General and administrative.......................       2,870,775         3,568,170        8,264,794         8,069,995
     Loss on impairment of goodwill...................               -         3,308,119                -         3,308,119
     Amortization expense.............................         411,289           455,309        1,225,805         1,383,062
                                                        --------------     --------------   --------------    --------------
        Total operating expenses......................       8,016,072        12,606,011       23,399,766        28,122,946
                                                        --------------     --------------   --------------    --------------
INCOME (LOSS) FROM OPERATIONS.........................       3,910,237        (5,570,232)       9,614,067        (4,599,864)
                                                        --------------     --------------   --------------    --------------
OTHER INCOME (EXPENSE):
     Interest income..................................          17,591                 -           21,259            11,159
     Interest expense.................................        (813,654)       (1,191,940)      (3,393,591)       (2,861,815)
     Other - net......................................         143,888            56,698        1,316,074           183,644
                                                        --------------     --------------   --------------    --------------
        Total other...................................        (652,175)       (1,135,242)      (2,056,258)       (2,667,012)
                                                        --------------     --------------   --------------    --------------
INCOME (LOSS) BEFORE INCOME TAXES.....................       3,258,062        (6,705,474)       7,557,809        (7,266,876)
INCOME TAX EXPENSE (BENEFIT)..........................         748,110          (871,898)       1,564,041          (605,620)
                                                        --------------    ---------------  --------------    --------------
NET INCOME (LOSS).....................................  $    2,509,952    $   (5,833,576)  $    5,993,768    $   (6,661,256)
                                                        ==============    ===============  ==============    ===============
Earnings (loss) per share:
     Basic............................................       $0.34            $(0.80)           $0.82            $(0.91)
                                                        ==============    ===============  ==============    ===============
     Diluted..........................................       $0.32            $(0.80)           $0.80            $(0.91)
                                                        ==============    ===============  ==============    ===============

Weighted average shares outstanding:
     Basic............................................     7,279,901          7,277,617       7,278,378          7,289,012
                                                        ==============    ===============  ==============    ===============
     Diluted..........................................     7,823,340          7,277,617       7,489,871          7,289,012
                                                        ==============    ===============  ==============    ===============
</TABLE>




See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>

                                  IMMUCOR, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                  Nine Months Ended
                                                                                           February 28,      February 28,
                                                                                               2002              2001
                                                                                         ------------------------------------
OPERATING ACTIVITIES:
<S>                                                                                          <C>               <C>
   Net income (loss)                                                                         $5,993,768        $(6,661,256)
   Adjustments to reconcile net income (loss)  to net cash provided by (used in)
     operating activities:
     Depreciation and amortization of property and equipment                                  3,499,274          2,451,349
     Amortization of other assets and excess of cost over net tangible assets acquired        1,225,805          1,383,062
     Impairment of goodwill                                                                           -          3,308,119
     (Gain) loss on retirement of fixed assets                                                 (189,455)            42,522
     Changes in operating assets and liabilities:
       Accounts receivable, trade                                                            (4,699,392)        (1,350,984)
       Loan payment from officer                                                                395,826                  -
       Income taxes                                                                           1,010,876         (1,303,478)
       Inventories                                                                            1,065,307           (112,607)
       Other current assets                                                                  (1,605,029)        (1,766,926)
       Accounts payable                                                                         999,397          1,762,201
       Other current liabilities                                                              1,532,530          1,179,573
                                                                                         -----------------  -----------------

         Total adjustments                                                                    3,235,139          5,592,831
                                                                                         -----------------  -----------------

Cash provided by (used in) operating activities                                               9,228,907         (1,068,425)

INVESTING ACTIVITIES:
   Purchases of / deposits on property and equipment                                         (2,328,844)        (3,258,769)
                                                                                         -----------------  -----------------

Cash used in investing activities                                                            (2,328,844)        (3,258,769)

FINANCING ACTIVITIES:
   Borrowings under line of credit agreements net of repayments                                (598,441)            38,191
   Proceeds from issuance of long term debt and capital lease obligations                             -         35,079,771
   Repayment of long-term debt and capital lease obligations                                 (4,996,339)       (29,231,882)
   Repayment of notes payable                                                                  (299,563)                 -
   Exercise of stock options (6,500 shares)                                                      45,750                  -
   Purchase and retirement of stock (184,500 shares)                                                  -         (1,484,713)
                                                                                         -----------------  ----------------

Cash (used in) provided by financing activities                                              (5,848,593)         4,401,367

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                        (237,298)          (667,511)
                                                                                         -----------------  ----------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                814,172           (593,338)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                              3,124,517          3,505,926
                                                                                         -----------------  ----------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                   $3,938,689         $2,912,588
                                                                                         =================  ================

</TABLE>


See notes to consolidated financial statements
<PAGE>

                                  IMMUCOR, INC.
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

1.       BASIS OF PRESENTATION
The accompanying  unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
for interim financial  information and the instructions to Form 10-Q and Article
10 of Regulation  S-X.  Accordingly,  they do not include all of the information
and footnotes required by accounting principles generally accepted in the United
States for complete financial  statements.  However,  there has been no material
change in the information disclosed in the Company's annual financial statements
dated May 31, 2001,  except as disclosed  herein.  In the opinion of management,
all adjustments  (consisting of normal recurring accruals)  considered necessary
for a fair presentation have been included. Operating results for the nine-month
period ended  February 28, 2002 are not  necessarily  indicative  of the results
that may be expected for the year ending May 31, 2002. For further  information,
refer to the consolidated financial statements and footnotes thereto included in
the Company's Annual Report on Form 10-K/A for the year ended May 31, 2001.


2.       INVENTORIES

Inventories are stated at the lower of first-in, first-out cost or market:

                                         As of                    As of
                                  February 28, 2002          May 31, 2001
                                ----------------------   ----------------------
Raw materials and supplies                $ 5,554,130              $ 5,524,301
Work in process                             1,754,220                2,095,363
Finished goods                              7,294,980                8,048,973
                                ----------------------   ----------------------
                                          $14,603,330              $15,668,637
                                ======================   ======================

3.    EARNINGS (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted earnings per
share in accordance  with Statement of Financial  Accounting  Standards No. 128,
Earnings per Share.

<TABLE>
<CAPTION>
                                                         Three Months Ended                 Nine Months Ended
                                                    February 28,     February 28,     February 28,     February 28,
                                                        2002             2001             2002             2001
                                                   ---------------- ---------------  ---------------- ---------------
Numerator for basic and diluted earnings
(loss) per share:
<S>                                                     <C>           <C>                 <C>           <C>
Income (loss) available to common shareholders          $2,509,952    $(5,833,576)        $5,993,768    $(6,661,256)
                                                   ================ ===============  ================ ===============
Denominator:
  For basic earnings (loss) per share - weighted
     average basis                                       7,279,901       7,277,617         7,278,378       7,289,012
  Effect of dilutive stock options and warrants            543,439               -           211,493               -
                                                   ---------------- ---------------  ---------------- ---------------
  Denominator for diluted earnings (loss) per
     share-adjusted weighted-average shares              7,823,340       7,277,617         7,489,871       7,289,012
                                                   ================ ===============  ================ ===============

Basic earnings (loss) per share                              $0.34         $(0.80)             $0.82         $(0.91)
                                                   ================ ===============  ================ ===============

Diluted earnings (loss) per share                            $0.32         $(0.80)             $0.80         $(0.91)
                                                   ================ ===============  ================ ===============
</TABLE>

<PAGE>




4.       BANK LINE OF CREDIT AGREEMENTS AND DEBT OBLIGATIONS

In  September  2001,  the Company  successfully  negotiated a waiver of covenant
defaults from its primary lender in the Loan  Agreement  dated February 23, 2001
and obtained a relaxation  of such loan  covenants for four quarters in exchange
for a cash  waiver  fee,  increased  interest  rates  and other  conditions.  As
amended,  the Company is  required to meet  quarterly  and  cumulative  Earnings
Before Interest,  Taxes,  Depreciation and Amortization  (EBITDA)  covenants and
quarterly  funded  debt to  EBITDA  ratios.  But  once  the  Company's  trailing
twelve-month  funded debt to EBITDA reaches 2.50 to 1 or less the interest rates
on these loans will revert back to the more  favorable  pricing  provided in the
original Loan  Agreement  dated  February 23, 2001.  The Company is currently in
compliance  with all of the ratios of the loan  modification  agreement  entered
into in September 2001.

In order to obtain  the  waiver,  the  Company  agreed to seek a minimum of $5.0
million in junior capital,  in the form of either an equity or subordinated debt
investment. The Company has not obtained the investment to date and is no longer
actively searching for a junior capital investment partner.  Because the Company
did not obtain  such  investment  by  December  31,  2001,  the  Company  became
obligated  to pay the lender an  additional  fee of $450,000  (payable in twelve
equal monthly installments  beginning January 31, 2002). The Company also became
obligated to issue the lender a warrant to purchase  750,000  shares of Immucor,
Inc. stock at the market price of the stock on December 31, 2001. In March 2002,
the  Company  agreed to pay the lender  $500,000  in cash in lieu of issuing any
warrants. See footnote 10. Additionally, since the junior capital investment was
not received by December 31, 2001, the revolving lines of credit and Term Note A
were  re-priced  at prime plus 2.0% and Term Note B was  re-priced at prime plus
4.0% until the junior capital is received. If the junior capital is not received
by April 30, 2002,  all existing  credit  facilities  will be reset to mature on
February 28, 2003. However, the Company's primary lender recently indicated that
if the junior  capital  was not  obtained it intends to work with the Company to
extend the maturities of the lines of credit beyond February 28, 2003.

The lines of credit under the original Loan  Agreement  dated  February 23, 2001
expire  February 28, 2003.  These lines of credit are  presently  classified  as
current  on the  balance  sheet.  The  Company  is  confident  that prior to the
announcement  of fiscal  year  earnings,  the  letter of intent  from its senior
lender  will  translate  into a financing  agreement  that  clearly  permits the
Company to refinance these lines of credit on a long-term basis.
<PAGE>


5.    DOMESTIC AND FOREIGN OPERATIONS

Information   concerning  the  Company's  domestic  and  foreign  operations  is
summarized below (in 000s):
<TABLE>
<CAPTION>

                               ---------------------------------------------------------------------------------------------------
                                                              Three Months Ended February 28, 2002
                               ---------------------------------------------------------------------------------------------------
                                 U.S.         Germany       Italy         Canada        Other       Eliminations     Consolidated
Net sales:
<S>                             <C>            <C>           <C>           <C>           <C>        <C>                  <C>
   Unaffiliated customers       $14,779        $2,089        $1,473        $1,391        $1,393     $         -          $21,125
   Affiliates                     1,643           213             -            22            58          (1,936)               -
                               ----------    ----------    ---------     ----------    ---------    -------------    -------------
      Total                      16,422         2,302         1,473         1,413         1,451          (1,936)          21,125

Income (loss) from operations     3,921          (108)         (145)          367          (125)              -            3,910



                               ---------------------------------------------------------------------------------------------------
                                                              Three Months Ended February 28, 2001
                               ---------------------------------------------------------------------------------------------------
                                 U.S.         Germany       Italy         Canada        Other       Eliminations     Consolidated
Net sales:
   Unaffiliated customers       $10,654        $2,058        $1,445        $1,225        $1,479     $         -          $16,861
   Affiliates                     1,747           113             -            13            52          (1,925)               -
                               ----------    ----------    ---------     ----------    ---------    -------------    -------------
      Total                      12,401         2,171         1,445         1,238         1,531          (1,925)          16,861

(Loss) Income from operations    (1,846)           (7)          186           172        (4,075)              -           (5,570)


                               ---------------------------------------------------------------------------------------------------
                                                              Nine Months Ended February 28, 2002
                               ---------------------------------------------------------------------------------------------------

                                 U.S.         Germany       Italy         Canada        Other       Eliminations     Consolidated
Net sales:
   Unaffiliated customers       $41,599        $6,774        $4,483        $3,947        $3,880     $         -          $60,683
   Affiliates                     5,227           831             -            69           208          (6,335)               -
                               ----------    ----------    ---------     ----------    ---------    -------------    -------------
      Total                      46,826         7,605         4,483         4,016         4,088          (6,335)          60,683

Income (loss) from operations     8,510           187           138         1,012          (210)            (23)           9,614


                               ---------------------------------------------------------------------------------------------------
                                                              Nine Months Ended February 28, 2001
                               ---------------------------------------------------------------------------------------------------

                                 U.S.         Germany       Italy         Canada        Other       Eliminations     Consolidated
Net sales:
   Unaffiliated customers       $31,846        $6,179        $4,189        $3,985        $4,557     $         -          $50,756
   Affiliates                     5,134           260             -            58           142          (5,594)               -
                               ----------    ----------    ---------     ----------    ---------    -------------    -------------
      Total                      36,980         6,439         4,189         4,043         4,699          (5,594)          50,756

(Loss) Income from operations    (2,174)          641           479           846        (4,333)            (59)          (4,600)

</TABLE>


The Company's U.S. operation made net export sales to unaffiliated  customers of
approximately  $1,124,000 and $1,281,000 for the three months ended February 28,
2002 and 2001,  respectively  and  $3,871,000 and $4,177,000 for the nine months
ended February 28, 2002 and 2001,  respectively.  The Company's German operation
made net export sales to unaffiliated  customers of  approximately  $567,000 and
$594,000 for the three months ended February 28, 2002 and 2001, respectively and
$1,582,000  and $981,000  for the nine months ended  February 28, 2002 and 2001,
respectively.  The  Company's  Canadian  operation  made  net  export  sales  to
unaffiliated  customers  of  approximately  $598,000  and $570,000 for the three
months  ended  February  28,  2002 and 2001,  respectively  and  $1,500,000  and
$1,850,000 for the nine months ended  February 28, 2002 and 2001,  respectively.
Product sales to affiliates are valued at market prices.

<PAGE>


6.    COMPREHENSIVE INCOME (LOSS)

The components of comprehensive income (loss) for the three-month and nine-month
periods ended February 28, 2002 and 2001 are as follows:

<TABLE>
<CAPTION>

                                              Three Months Ended                      Nine Months Ended
                                       February 28,       February 28,        February 28,        February 28,
                                           2002               2001                2002                2001
                                     ------------------ ------------------ ----------------------------------------

<S>                                   <C>               <C>                  <C>                 <C>
Net income (loss)                     $  2,509,952      $  (5,833,576)       $   5,993,768       $  (6,661,256)
Net foreign currency translation          (982,060)           554,369              137,165            (444,604)
Net derivatives qualifying as hedges             -                  -             (325,332)                  -
Cumulative effect of the adoption of
FAS 133 on June 1, 2001, net of taxes            -                  -             (102,721)                  -
                                     ------------------ ------------------ -------------------- --------------------

Comprehensive income (loss)           $  1,527,892     $   (5,279,207)       $   5,702,880       $  (7,105,860)
                                     ================== ================== ==================== ====================
</TABLE>

Accumulated  comprehensive  loss as of  February  28,  2002 and May 31, 2001 was
($6,876,700) and ($6,585,812),  respectively.  The balance, consisting primarily
of net losses on foreign  currency  translation  adjustments and fluctuations in
the fair value of the Company's  interest rate swaps,  has been disclosed in the
shareholders' equity section of the consolidated balance sheets.


7.   LOANS TO OFFICERS AND DIRECTORS

On June 6, 2000 Edward L. Gallup,  President  and CEO of Immucor,  Inc.  entered
into a loan  agreement  with Immucor,  Inc. to borrow up to $400,000 in order to
meet margin calls related to loans made by brokerage companies. The Company made
the loan because it believed that certain  benefits  would accrue to the Company
and its  shareholders  if such margin  calls were  satisfied by some means other
than having  those  shares sold by the broker.  The loan is payable on demand to
the Company  and bears  interest  at the rate  charged by the Company  under the
Company's  loan  agreement  with  its  principal  lender.  The  loan,  including
interest, was fully paid in January 2002.


8.   IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Effective June 1, 2001, the Company  adopted  Statement of Financial  Accounting
Standards No. 133, Accounting for Derivative  Instruments and Hedging Activities
("Statement  133").  Statement  No. 133 requires  the Company to  recognize  all
derivatives on the balance sheet at fair value.  For  derivatives  designated as
hedges,  the change in the fair value of the  derivative  will  either be offset
against  the change in the fair value of the hedged  asset,  liability,  or firm
commitment  through earnings or recognized in other  comprehensive  income until
the  hedged  item is  recognized  in  earnings.  The  ineffective  portion  of a
derivative's change in fair value will be immediately recognized in earnings. As
of February 28, 2002, the Company had two interest rate swap agreements to hedge
against exposure to interest rate risk. The cumulative effect of the adoption of
FAS  133 on June 1,  2001  resulted  in a  comprehensive  loss of  approximately
$103,000, relating to the interest rate swap agreements.

In June 2001,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 141,  Business  Combinations,  and No. 142,
Goodwill  and Other  Intangible  Assets,  collectively,  the  Statements.  These
Statements drastically change the accounting for business combinations, goodwill
and intangible assets. Statement 141 eliminates the pooling-of-interests  method
of  accounting  for  business   combinations   except  for  qualifying  business
combinations  that were  initiated  prior to July 1,  2001.  Statement  141 also
changes the criteria to recognize  intangible assets apart from goodwill.  Under
Statement 142,  goodwill and indefinite  lived  intangible  assets are no longer
amortized  but are  reviewed  annually for  impairment,  or more  frequently  if
impairment indicators arise.  Separable intangible assets that have finite lives
will  continue  to be  amortized  over  their  useful  lives.  The  amortization
provisions of Statement  142 apply to goodwill and  intangible  assets  acquired
after June 30, 2001.  With respect to goodwill and  intangible  assets  acquired
prior  to July  1,  2001,  the  amortization  provisions  of  Statement  142 are

<PAGE>

effective upon adoption of Statement 142.  Pre-existing goodwill and intangibles
will be amortized  during the transition  period until  adoption.  Companies are
required to adopt  Statement 142 in their fiscal year  beginning  after December
15, 2001.  Early adoption is permitted for companies with fiscal years beginning
after March 15, 2001. The Company plans to adopt Statement 142 effective June 1,
2002.


9.       INCOME TAX (BENEFIT) EXPENSE

Income  tax  (benefit)  expense  as  shown  in the  statements  of  consolidated
operations differ from the amount that would be computed if income before income
taxes was  multiplied by the United States  federal  income tax rate  (statutory
rate) applicable in each period. The reasons for this difference are as follows:
<TABLE>
<CAPTION>

                                                   Three Months Ended                  Nine Months Ended
                                             February 28,      February 28,     February 28,      February 28,
                                                 2002              2001             2002              2001

<S>                                          <C>               <C>               <C>              <C>
Benefit (expense) at statutory rate          $    1,107,741    $  (2,279,861)    $   2,569,655    $  (2,470,738)
Increase (decrease) resulting from:
   Amortization                                     139,839          154,805           416,774          470,241
   Net operating loss carry-forward                (659,365)               -        (1,812,609)               -
   Foreign operations                               256,611          228,325           778,102          196,516
   Impairment of goodwill                                 -        1,124,760                 -        1,124,760
   Other                                            (96,716)         (99,927)         (387,881)          73,601
                                           -----------------------------------------------------------------------
Tax provision per statement of operations    $      748,110   $     (871,898)    $   1,564,041    $    (605,620)
                                           =======================================================================
</TABLE>


10.      SUBSEQUENT EVENTS

In March 2002, the Company  agreed to pay its senior lender  $500,000 in cash in
lieu of 750,000  common stock purchase  warrants.  The warrants were part of the
debt  agreement  entered into in September  2001 and had not been issued pending
negotiations with the lender.  The warrants could have been exercised for common
stock  equivalent  to  an  approximate  10%  equity  position  in  the  Company.
Management  believes the cash payment was in the best long-term  interest of the
Company's  existing  shareholders,  as it eliminated  the potential  dilution of
ownership had the warrants been issued.

Also in March 2002, the Company signed a letter of intent to transfer all of its
commercial activities in France to Bio-Rad Laboratories. Over the five-year life
of the agreement,  the Company expects  revenue growth of $9.0 million.  Bio-Rad
has a leading  position in the French market,  with a dedicated  sales force and
established  infrastructure  capable  of  supporting  the  Company's  automation
strategy.
<PAGE>


ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
           of Operations.

    Any statements  contained  herein that are not statements of historical fact
are forward-looking statements as that term is defined in the Private Securities
Reform Act of 1995,  including,  without limitation,  statements  concerning the
Company's expectations,  beliefs, intentions or strategies regarding the future.
All  forward-looking  statements  included  in  this  discussion  are  based  on
information available to the Company on the date hereof, and the Company assumes
no obligation to update any such forward-looking  statements.  It is not certain
that the Company will achieve expected sales and the Company's  ability to do so
could be adversely affected by a variety of factors, including significant price
decreases by our  competitors  and the  strengthening  of the dollar  versus the
Euro.  In addition,  continued  weakness in the economy and other  factors could
cause  customers  to  defer  capital  spending,  which  would  adversely  impact
instrument sales.


Financial Condition and Liquidity:

As of February 28, 2002,  the Company's cash position  totaled $3.9 million,  an
approximate  26% increase  since May 31,  2001.  The increase is due to improved
operating results of the Company.  Accounts receivable increased by $5.3 million
since May 31, 2001 due to the reagent  price  increases  that had a  significant
impact on the  second  and third  quarters  and could  further  increase  as the
contract  renewal cycle is completed.  Prepaid  expenses and other  increased by
$1.9 million due to $0.6 million due from Becton,  Dickinson no later than April
1, 2002,  $0.3  million in  progress  payments  for  refurbishing  of the German
facility  and to deferred  costs for  instruments  that are in the  installation
process.

Accounts payable  increased by $1.0 million as the Company  conserved  operating
cash-flows to meet scheduled  debt  payments.  Debt payments of $1.0 million and
capital expenditures of $0.5 million related to instruments at customer sites on
reagent rental  agreements  were made during the quarter.  Debt payments of $5.9
million and capital  expenditures  of $2.3  million  were made during the fiscal
year.  Additional  debt  payments of $1.1  million were made early in the fourth
quarter from operating  cashflows.  The current  income tax liability  increased
$1.3  million  with the  Company's  return to  profitability  and other  accrued
liabilities rose $1.8 million mainly with deferred instrument  revenue,  pending
completion of customer  training and other  contractual  requirements.  Retained
earnings  (comprehensive  loss) and total shareholders'  equity improved by $5.7
million due to the earnings for the nine months,  offset by unfavorable  changes
in the net foreign  exchange  translation and the effective hedge portion of the
interest rate swaps. See footnote 6.

In  September  2001,  the Company  successfully  negotiated a waiver of covenant
defaults from its primary lender in the Loan  Agreement  dated February 23, 2001
and obtained a relaxation  of such loan  covenants for four quarters in exchange
for a cash  waiver  fee,  increased  interest  rates  and other  conditions.  As
amended,  the  Company is  required  to meet  quarterly  and  cumulative  EBITDA
covenants and  quarterly  funded debt to EBITDA  ratios.  But once the Company's
trailing  twelve-month  funded  debt to  EBITDA  reaches  2.50 to 1 or less  the
interest  rates on these loans will revert  back to the more  favorable  pricing
provided in the original Loan Agreement  dated February 23, 2001. The Company is
currently  in  compliance  with  all of the  ratios  of  the  loan  modification
agreement entered into in September 2001.

In order to obtain  the  waiver,  the  Company  agreed to seek a minimum of $5.0
million in junior capital,  in the form of either an equity or subordinated debt
investment. The Company has not obtained the investment to date and is no longer
actively searching for a junior capital investment partner.  Because the Company
did not obtain  such  investment  by  December  31,  2001,  the  Company  became
obligated  to pay the lender an  additional  fee of $450,000  (payable in twelve
equal monthly installments  beginning January 31, 2002). The Company also became
obligated to issue the lender a warrant to purchase  750,000  shares of Immucor,
Inc. stock at the market price of the stock on December 31, 2001. In March 2002,
the  Company  agreed to pay the lender  $500,000  in cash in lieu of issuing any
warrants. See footnote 10. Additionally, since the junior capital investment was
not received by December 31, 2001, the revolving lines of credit and Term Note A
were  re-priced  at prime plus 2.0% and Term Note B was  re-priced at prime plus
4.0% until the junior capital is received. If the junior capital is not received
by April 30, 2002,  all existing  credit  facilities  will be reset to mature on

<PAGE>

February 28, 2003. However, the Company's primary lender recently indicated that
if the junior  capital  was not  obtained it intends to work with the Company to
extend the maturities of the lines of credit beyond February 28, 2003.

The lines of credit under the original Loan  Agreement  dated  February 23, 2001
expire  February 28, 2003.  These lines of credit are  presently  classified  as
current  on the  balance  sheet.  The  Company  is  confident  that prior to the
announcement  of fiscal  year  earnings,  the  letter of intent  from its senior
lender  will  translate  into a financing  agreement  that  clearly  permits the
Company to refinance these lines of credit on a long-term basis.

Prior to December  31,  2001,  the Company had a signed  letter of intent with a
junior capital  investment group. Due to the upward movement of the market value
of the  Company's  stock after  signing this letter of intent,  it was no longer
attractive to the Company to obtain an  investment  from this group on the terms
provided for in the letter,  and the Company's  obligations under such letter of
intent have since  expired  (other than certain  confidentiality  requirements).
Management has opened  negotiations  with its lender to waive the junior capital
requirement from the loan agreement. However, there can be no assurance that the
Company will be successful in its  negotiations or that the Company will be able
to do so in time to avoid the  consequences  as specified in its loan  agreement
with its principal lender.

Management  expects  that with the  significant  price  increase,  cash and cash
equivalents  and  internally  generated  funds  will be  sufficient  to  support
operations and planned capital expenditures for the next 12 months. In addition,
Management  believes  that most  capital  expenditures  planned  for the next 12
months can be delayed in the event capital resources become inadequate.


Results of Operations:

During the quarter  the Company  improved  net income by $8.3  million  over the
prior year. For the nine-month  period, the Company improved net income by $12.7
million over the prior year  including  the  one-time  benefit of a $1.2 million
settlement with Becton,  Dickinson and Company and  short-swing  trading profits
from Kairos Group that contributed  $0.36 million to pre-tax income.  Prior year
net loss for both the quarter and nine-months includes a $3.3 loss on impairment
of  goodwill  related to the  acquisition  of the  Company's  Belgian and French
subsidiaries,   and  $1.3  million  in  nonrecurring  expenses  related  to  the
implementation  of the Company's  cost savings plan. The  implementation  of the
cost savings plan in the fourth quarter of fiscal 2001 has had a positive effect
on the Company's cash position.  The net result of the quarter's cash-flow was a
$1 million improvement in cash position compared to the prior year.

Results of German and Italian  operations  continue to suffer from the lack of a
competitive  automated  instrument.  The Company  expects  operating  results to
improve in these  operations  with the full launch of Gallileo which is expected
to begin in the first quarter of fiscal 2003.

Net sales

Revenues for the quarter  ended  February 28, 2002 rose by $4.3 million over the
same quarter last fiscal year largely due to the aggressive price increase begun
in the third  quarter of fiscal  year 2001 and new group  contracts.  Instrument
sales for the  quarter  ended  February  28,  2002 were up $0.5  million to $1.3
million,  although  there  remains  a  backlog  of  over  $1.7  million  pending
completion  of  customer  training.  As a result of the  lifting of the  ABS2000
safety alert, the Company expects that, over time,  instrument sales will return
to previous  levels.  For the first nine months of the year  revenues  totaled a
record $60.7  million,  a $9.9 million,  or 19.6%,  increase over the prior year
period.  Reagent price increases  contributed  approximately  $10 million to the
increase for the year.

The Company expects to improve sales by $12.0 million for the fiscal year ending
May 31, 2002 as a result of the price increases and a single new group contract.
This  estimate is based on,  among  other  things,  the fact that a  substantial
portion of the fiscal year is complete  and the current  level of order  backlog
and contractually  committed purchases.  In making this projection,  the Company
extrapolated recent past results and assumed existing customers will continue to
make  purchases at their  current rate of purchase at current  prices.  Further,
Immucor has assumed that it will not lose any  customers or gain any  customers,

<PAGE>

or that  revenues  from new  customers  will  offset  lost  revenues  from  lost
customers.  Partially  offsetting the reagent price  increases and new and group
contract  renewals is the  de-emphasis on sales of low margin OEM products which
has the consequence of improving gross profit margin percentage. The Company has
also prudently  assumed that instrument  sales will be consistent  with, and not
improve over the previous fiscal year.

Investors are cautioned  against  attributing  undue  certainty to the Company's
assessment  of the future since there can be no assurance  that the Company will
achieve  this level of revenues.  Immucor's  ability to do so could be adversely
affected  by a  variety  of  factors,  the most  significant  of  which,  in the
Company's  opinion,  are  significant  price decreases by our  competitors,  the
general  condition of the economy (which could  deteriorate to such a point that
it causes  customers to defer  capital  spending  which would  adversely  impact
instrument sales),  unexpected expenses and increased  regulatory costs, and the
value of the Euro versus the Dollar,  which would depress the Company's European
results  if the  Euro  were  to  decline.  Additionally,  the  Company  has  not
determined what effect,  if any, the  stockpiling of Immucor's  products by some
customers prior to such customers'  price increases will have on the reliability
of Immucor's  projections.  Investors  are also  cautioned  that Immucor has not
determined whether it will issue projections in the future or update its current
projection if not otherwise required to do so by the federal securities laws.

Gross profit

Gross profit  increased $4.9 million as compared to the prior year's quarter and
increased $9.5 million  compared to the prior year to date due to the aggressive
price  increases  mentioned  above.  The primary  reasons for this increase were
increased  sales and the  discontinuance  of the  significant  costs incurred in
prior  periods to resolve  ABS2000  performance  issues and the related costs of
product  concessions  provided to customers who were required to perform  backup
testing during the safety alert.

Operating expenses

When  compared  to the prior  year,  research  and  development  costs  remained
relatively constant, primarily related to instrument development initiatives for
the Galileo for the European market. The Galileo is designed to fulfill the need
in Europe for a high-throughput blood  serology-testing  device with a test menu
that includes  antibody  screening.  The Company is beginning trials outside the
United States to be staged for full European market launch in the fall of 2002.

Selling and marketing  expenses decreased $0.34 million for the quarter and $1.3
million for the year to date,  as  compared to the same period last year.  Until
the  fourth  quarter  of  fiscal  2001,  the  Company  had  been  developing  an
infrastructure  to support an increased level of instrument  sales. But in light
of the issues with the ABS2000 and  continued  customer  migration to purchasing
groups,  the Company  reevaluated the focus of the sales and marketing  efforts.
The domestic sales staff was significantly  reduced and the Netherlands facility
was closed,  resulting in a positive  effect on the quarter and year to date net
income.

Distribution  expenses for the quarter and year to date ended  February 28, 2002
decreased  slightly  compared to the prior year,  but as a percentage  of sales,
have  decreased  from  over 8% to under 7%.  Any  additional  shipping  expenses
related to the new purchasing group were offset by volume  discounts  offered by
carriers.

General and administrative  expenses for the quarter and nine-month period ended
February  28,  2002   decreased   $0.7  million  and  increased   $0.2  million,
respectively.  Expenses  in the prior  year  periods  included  $1.1  million of
nonrecurring expenses, primarily severance, related to the implementation of the
cost savings plan.  The increase for the  nine-month  period is due primarily to
legal expenses  related to the proxy contest  incurred in the second quarter and
various bank and professional  fees.  Amortization  expense remained  relatively
constant compared with the prior period.

Interest expense

When compared to the prior year  three-month  and  nine-month  period,  interest
expense decreased $0.38 million and increased $0.53 million,  respectively.  The
decrease in the quarter resulted from lower overall market rates. The nine-month
increase is the result of the increased  borrowings on long-term debt, bank fees
related to the Company's inability to maintain the financial covenants contained
in its prior loan agreement due to past operating losses, and capitalized leases
in fiscal 2001.

Other income

Other income for the quarter was comprised  mainly of exchange  gains on foreign
currencies   and  improved  over  the  same  period  for  the  prior  year  with
improvements in the Euro exchange rate.  Other income for the second quarter was
favorably  affected by the  disgorgement  of short-swing  trading profits by the
Kairos Group that contributed $0.36 million to pre-tax income.  Other income for
the first quarter of fiscal 2002 was favorably affected by the settlement of the
Becton, Dickinson arbitration.  The settlement called for Becton to pay Immucor,
Inc. a total of $1.8 million, payable in two installments.  The first payment of
$1.2  million  was made on June 11,  2001,  and the second  installment  of $0.6
million was received April 2, 2002. Assets of approximately $1.0 million related
to IMAGN were netted against the settlement  from Becton.  These items of income
do not arise from the Company's ongoing business.

Income taxes

Income tax expense increased during the three-month period and nine-month period
ended  February 28, 2002 as compared to the prior period,  due to higher income.
The Net Operating Loss  Carry-forwards  generated in fiscal 2001 that reduce the
current  United States tax provision  have been fully utilized in the profitable
nine-months  ended  February 28, 2002.  The Company  increased the third quarter
income tax  provision  based on  estimates of fiscal 2002  earnings.  During the
fourth  quarter  of fiscal  2001,  the  Company  elected  to record a  valuation
allowance  in an amount  equal to the net  deferred  tax assets of the  Company,
amounting to $1.2 million.  Effectively,  this non-cash allowance  reflected the
elimination of domestic  deferred taxes as a balance sheet asset and was used to
reduce  domestic  taxes in the current year now that the Company has returned to
profitability.



ITEM 3.  Quantitative and Qualitative Disclosures On Market Risk

There have been no material changes regarding the Company's market risk position
from the information provided in its Annual Report on Form 10-K/A for the fiscal
year ended May 31, 2001. The  quantitative  and  qualitative  disclosures  about
market risk are discussed in Item  7A-Quantitative  and Qualitative  Disclosures
About Market Risk, contained in the Company's Form 10-K/A.


<PAGE>

                                     PART II

                                OTHER INFORMATION




Item 6.  Exhibits and Reports on Form 8-K.

(a)  The Company has filed the following exhibits with this report:

3.1  Amended and Restated  Articles of Incorporation  (incorporated by reference
     to Exhibit 3.1 to Immucor,  Inc.'s  quarterly  report on Form 10-Q filed on
     January 16, 2001).

3.2  Amended and Restated Bylaws (amended and restated as of February 12, 2002).

4.1  Amended and Restated Shareholder Rights Agreement dated as of November 20,
     2001 between Immucor, Inc. and EquiServe Trust Company, N.A.as Rights Agent
     (incorporated  by  reference  to Exhibit  4.1 to  Immucor, Inc.'s quarterly
     report on 10-Q filed on January 14, 2002).

(b)  The  Company  did not file any  reports on Form 8-K during the three months
     ended February 28, 2002.

<PAGE>

                                   SIGNATURES



     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                  IMMUCOR, INC.
                                  (Registrant)




Date: April 10, 2002       By: /s/ Edward L. Gallup
                               -----------------------------
                               Edward L. Gallup, President
                               (on behalf of Registrant and as
                                  Principal Executive Officer)





                                /s/ Steven C. Ramsey
                                -----------------------------
                                Steven C.Ramsey, Senior Vice President - Finance